FY2003 10K Exhibit 4.04



Exhibit 4.04


FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

This First Amended and Restated Stockholders' Agreement (this
"Agreement") is entered into as of March 23, 2004 and
deemed effective as of January 16, 2004, by and among CBS Broadcasting Inc.
("CBS"), Pearson Overseas Holdings Limited
("Pearson") (collectively, the
"Stockholders" and each singly a
"Stockholder"), MarketWatch.com, Inc.
("MarketWatch") and NMP, Inc. (the
"Company").

RECITALS

WHEREAS, CBS, Data Broadcasting Corporation
("DBC"), MarketWatch and MarketWatch.com LLC (the
"LLC") entered into a Stockholder's Agreement on
January 13, 1999 (the "Original Agreement");

WHEREAS, the LLC merged into MarketWatch and has ceased to exist; 

WHEREAS, Pearson acquired DBC and as a result succeeded to the interests of
DBC in the Original Agreement;

WHEREAS, MarketWatch is to be merged into a subsidiary of the Company in
connection with its acquisition of Pinnacor Inc. and as a result CBS, Pearson,
MarketWatch and the Company wish to assign MarketWatch's rights and obligations
under this Agreement to the Company upon consummation of such merger;

WHEREAS, the Company is to be renamed "MarketWatch.com, Inc." upon
consummation of the merger of MarketWatch into a subsidiary of the Company;
and

WHEREAS, the Company, MarketWatch, CBS and Pearson desire to enter into this
Agreement in order to clarify the parties' rights and obligations under this
Agreement and to amend certain other provisions.

NOW THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby, intending to be legally bound by the terms
hereof, agree as follows: 


	CERTAIN DEFINITIONS.

1.1.    Business.  The term "Business" means,
collectively the Internet-based business and financial news and information
service offered by the Company.


1.2.    Business Day.  The term "Business Day"
means a day that is not a Saturday, Sunday or other day on which banking
institutions in the State of New York are authorized or required by law,
regulation or executive order to be closed.


1.3.     Common Stock.  The term "Common Stock"
means the Common Stock, $0.01 par value per share, of the Company.


1.4.     Convertible Securities.  The term "Convertible
Securities" mean any securities convertible into or exchangeable
for Voting Securities or any options, warrants or other rights exercisable to
acquire Voting Securities.


1.5.     Initial Percentage.  The term "Initial
Percentage" means the percentage of the Total Voting Power of the
Company represented by the Voting Securities held by a Stockholder at the time
of the consummation of the Company's initial public offering.


1.6.     Offered Securities.  The term "Offered
Securities" means all Securities proposed to be Transferred by a
Stockholder or, if applicable, an affiliate of a Stockholder.


1.7.     Person.  The term "Person" means any
natural person, legal entity, or other organized group of persons or entities.
(All pronouns, whether personal or impersonal, which refer to Person include
natural persons and other Persons).


1.8.     Securities.  The term "Securities"
shall mean Voting Securities and Convertible Securities.


1.9.     Total Voting Power.  The term "Total Voting
Power" means, at any time, the total number of votes that may be
cast in the election of directors of the Company at any meeting of the holders
of Voting Securities held at such time for such purpose.


1.10.     Transfer and Transferred.  The terms
"Transfer" and "Transferred"
mean and include any sale, assignment, encumbrance, hypothecation, pledge,
conveyance in trust, gift, transfer by bequest, devise or descent, or other
transfer or disposition of any kind, including but not limited to, transfers to
receivers, levying creditors, trustees or receivers in bankruptcy proceedings or
general assignments for the benefit of creditors, whether voluntary or by
operation of law, directly or indirectly, except for:

(a)any transfer of Securities by CBS or Pearson to any
entity controlling, controlled by or under common control with CBS or Pearson,
or to any entity that acquires CBS or Pearson by purchase of stock or by merger
or otherwise;


(b)any transfer of Securities by a Stockholder made:
(i) pursuant to a statutory merger or statutory consolidation of the
Company with or into another corporation or corporations; or (ii) pursuant
to the winding up and dissolution of the Company; or


(c)any transfer of Securities by a Stockholder pursuant
to a Stockholder's exercise of such Stockholder's right of first refusal
hereunder.


1.11.     Voting Power.  The term "Voting Power"
means, as to any Voting Security at any time, the number of votes such Voting
Security is entitled to cast for directors of the Company at any meeting of the
holders of Voting Securities held at such time for such purpose.


1.12.     Voting Securities.  The term "Voting
Securities" means the Common Stock and any other securities issued
by the Company having the power to vote in the election of directors of the
Company, including without limitation any securities having such power only upon
the occurrence of a default or any other extraordinary contingency.



	ASSIGNMENT TO THE COMPANY.  At the Effective Time (as such
term is defined in the Agreement and Plan of Merger, dated July 22, 2003, by and
among the Company, MarketWatch, Pinnacor Inc., Maple Merger Sub, Inc. and Pine
Merger Sub, Inc.) and with no further action by any of the parties hereto,
MarketWatch hereby assigns all of its rights and obligations under this
Agreement to NMP, Inc. (to be renamed "MarketWatch.com, Inc."
following consummation of the merger) and NMP, Inc. hereby accepts such
assignment and assumes and agrees to observe and perform all of MarketWatch's
obligations under this Agreement.

	MANDATORY TRANSFERS.

3.1.     Pearson Change of Control.  Notwithstanding anything herein to
the contrary, and absent agreement of the Stockholders to do otherwise, CBS
shall have the right (but not the obligation) in its sole discretion to purchase
Pearson's Securities or require that such Securities be transferred to an
independent trustee, as provided in Section 2.2 within 60 days after a
competitor of CBS has directly or indirectly acquired beneficial ownership of
more than 30% of the outstanding shares of the common stock, or securities
representing, in the aggregate, more than 30% of the voting power, of Pearson
(or any Person controlling Pearson), or all or substantially all of Pearson's
assets (a "Pearson Change of Control"), at a time when
Pearson and its affiliates shall then own in the aggregate a number of shares of
Common Stock equal to at least ten percent (10%) of the outstanding shares of
Common Stock (appropriately adjusted to reflect any stock splits, reverse stock
splits, stock dividends, recapitalizations and other similar transactions),
without the prior written consent of CBS (a "Triggering
Event").  The parties hereby agree that Pearson may give CBS
confidential written notice of its intent to enter into an agreement that would
cause a Pearson Change of Control, together with a description of the party with
whom Pearson intends to effect such a transaction.  CBS shall have twenty (20)
days from receipt of such notice to respond to Pearson in writing as to whether
it would elect to trigger the provisions of this Section 2 with respect
to such potential Pearson Change of Control.  If, and only if, CBS notifies
Pearson in writing that it would not make such election, CBS shall be deemed to
have waived its right to trigger such mandatory transfer provisions with respect
to such potential Pearson Change of Control.


3.2.      Transfer of Shares.  Upon the occurrence of a Pearson Change
of Control, CBS may elect one of the following within 45 days after receipt of
written notice from Pearson that a Pearson Change of Control has
occurred:

(a)

(i)CBS may offer to purchase the Securities then held by Pearson
and its affiliates, and Pearson and its affiliates shall be required to sell to
CBS, such sale to occur no later than 10 days after Pearson's receipt of CBS'
written offer to purchase such Securities, at a purchase price for the
Securities held by Pearson and its affiliates equal to the Fair Market Value of
the Securities on the date of the Triggering Event.


(ii)Notwithstanding the foregoing provisions of Section 2.2(a)(i),
if (y) any legal or regulatory requirements, including, without limitation,
those imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended must be first satisfied prior to making such sale or (z) the Fair Market
Value must be determined according to the terms of subsection (b) of the
definition of Fair Market Value, then such sale shall be made within two days of
the satisfaction of such legal requirements or of the determination of the Fair
Market Value of the Securities, as applicable.


(iii)Upon the date that payment is made for the Securities, Pearson and
its affiliates will have no further rights as a holder of such Securities and
Pearson and its affiliates will forthwith cause all certificate(s) evidencing
such Securities to be surrendered to the Company or its transfer agent for
cancellation and new certificates evidencing such Securities will be promptly
delivered to CBS.



(b)CBS may require Pearson to transfer all Securities then held by
Pearson and its affiliates to an independent trustee reasonably satisfactory to
CBS, which trustee shall then dispose of such Securities formerly held by
Pearson and its affiliates to purchaser(s) that is/are not competitor(s) of CBS,
subject to the foregoing, in such a manner as such trustee shall determine with
a view to maximizing the sale price of the shares formerly held by Pearson and
its affiliates, while disposing of such shares as promptly as reasonably
practicable.  Upon such transfer, such trustee shall have sole voting and
dispositive control over such Securities, Pearson shall no longer be entitled to
appoint any Pearson Designees and all current Pearson Designees shall resign
from their positions as members of the Company's Board of Directors.  Unless
otherwise agreed in writing by CBS, any trustee appointed pursuant to this
Section 2.2(b) shall be a bank or trust company incorporated or otherwise
organized under the laws of the United States or a state thereof and having a
combined capital and surplus of at least $100,000,000.  The provisions of
Article 4 of this Agreement shall not be applicable to such trustee.  Any
such trustee shall perform its duties upon customary terms pursuant to
documentation reasonably satisfactory to CBS, it being understood and agreed
that, without the prior written consent of CBS, no such trustee shall vote any
Securities held by it at any meeting of the stockholders of the Company or
otherwise.


"Fair Market Value" of the Securities shall mean (a),
for any Security that is listed on a national securities exchange or authorized
for trading on the National Association of Securities Dealers Nasdaq Stock
Market or other automated quotation system, the average of the closing prices
for the five day period ending on the date of the Triggering Event; and (b), for
any other Security, such price as is determined by an appraiser chosen by the
members of the Company's Board of Directors who are neither employees of the
Company, CBS Designees (defined below) or Pearson Designees (defined below) or
otherwise affiliated with or employed by either of CBS, Pearson or one of their
respective affiliates (other than as serving as an independent member of the
Company's Board of Directors) (the "Independent
Directors").  If there are no Independent Directors, then Fair
Market Value for purposes of this Subsection (b) only, shall be determined by a
panel of appraisers, one (1) chosen by CBS, one (1) chosen by Pearson and the
third to be chosen by the first two (2) appraisers.  If the appraisers cannot
reach agreement within thirty (30) days of the date of the Triggering Event,
then each appraiser shall deliver its appraisal within 40 days of the Triggering
Event and the appraisal that is neither the highest nor the lowest shall
constitute the Fair Market Value.  In the event either Stockholder fails to
choose an appraiser within thirty (30) days of the date of the Triggering Event,
then the appraisal of the sole appraiser shall constitute the Fair Market Value.
Each party shall bear the cost of the appraiser selected by such Stockholder and
the cost of the third appraiser shall be borne one-half by each Stockholder.  In
the event either party fails to choose an appraiser, the cost of the sole
appraiser shall be borne one-half by each Stockholder.




	DIRECTOR NOMINATION RIGHTS.

4.1.     Board Size.  The Company shall maintain a Board of Directors of at
least seven (7) members and shall use its best efforts to maintain a Board of
Directors of nine (9) members.


4.2.      Designee.  For so long as CBS continues to own a number of
Voting Securities equal to at least one percent (1%) of the Company's
outstanding Voting Securities, the Company shall provide CBS, and for so long as
Pearson continues to own a number of Voting Securities equal to at least one
percent (1%) of the outstanding Voting Securities, the Company shall provide
Pearson, thirty (30) days prior written notice of any Stockholder solicitation
or action relating to the election of directors.  After receipt of such notice
by Pearson, Pearson may, and after receipt of such notice by CBS, CBS may, by
written notice sent to the Company within ten (10) days of receipt of such
notice, request that the Company nominate, and the Company shall nominate, for
election to the Company's Board of Directors (the "Board of
Directors"), in connection with such Stockholder solicitation or
action:

(a)one, if CBS holds a number of Voting Securities greater than or equal
to one percent (1%) but less than twenty percent (20%) of the Company's
outstanding Voting Securities, two, if CBS holds a number of Voting Securities
greater than or equal to twenty percent (20%) but less than thirty percent (30%)
of the Company's outstanding Voting Securities, and three, if CBS holds a number
of Voting Securities greater than or equal to thirty percent (30%) of the
outstanding Voting Securities, candidates designated in the CBS notice, who
shall be reasonably acceptable to the Company (collectively, the "CBS
Designees"); and


(b)one, if Pearson holds a number of Voting Securities greater than or
equal to one percent (1%) but less than twenty percent (20%) of the Company's
outstanding Voting Securities, two, if Pearson holds a number of Voting
Securities greater than or equal to twenty percent (20%) but less than thirty
percent (30%) of the outstanding Voting Securities, and three, if Pearson holds
a number of Company's outstanding Voting Securities greater than or equal to
thirty percent (30%) of the Company's outstanding Voting Securities, candidates
designated in the Pearson notice, who shall be reasonably acceptable to the
Company (collectively, the "Pearson Designees").


In the event that CBS or Pearson shall desire to appoint CBS Designees or
Pearson Designees, as applicable, otherwise than in connection with a
Stockholder solicitation or action relating to the election of directors, then
as soon as practicable upon written notice from CBS or Pearson, as applicable,
the Company shall appoint the CBS Designees or Pearson Designees, as applicable,
to the Board of Directors.  


In the event that the size of the Company's Board of Directors is greater
than nine (9), the number of CBS and Pearson Designees shall be a number equal
to the product of (A) the percentage of outstanding Voting Securities held by
such Stockholder times (B) the number of authorized members of the Company's
Board of Directors, rounded up to the nearest whole number.


Notwithstanding the foregoing, for so long as the Amended and Restated
License remains in effect, CBS shall be entitled to select at least one CBS
Designee, regardless of the number of Voting Securities held by it.


4.3.      Affiliates.  For purposes of this Agreement, all shares held
by an affiliate (as defined in Rule 405 promulgated under the Securities Act of
1933, as amended (the "Securities Act")) (each, an
"Affiliate") of CBS or Pearson, will be deemed to be
owned by CBS or Pearson, as applicable.


4.4.      Voting of Shares.  

(a)The Company shall use its best efforts (i) to cause to be voted the
shares of Voting Securities for which the Company's management or the Board of
Directors holds proxies or is otherwise entitled to vote in favor of the
election of the CBS Designees and Pearson Designees nominated pursuant to
Section 3.2 to this Agreement; and (ii) to cause the Board of Directors
to unanimously recommend to its stockholders to vote in favor of the CBS
Designees and the Pearson Designees.


(b)Each of CBS and Pearson shall vote the shares of
Voting Securities held by it for the CBS Designees and the Pearson
Designees.


4.5.      Vacancies.  In the event that any CBS or Pearson Designee
shall cease to serve as a director of the Company for any reason, the vacancy
resulting therefrom shall be filled by another CBS Designee or Pearson Designee,
as applicable.


4.6.      Equal Treatment.  The Company shall offer the same
compensation and shall provide rights and benefits of indemnity to each CBS
Designee or Pearson Designee as are provided to other non-employee directors.
None of the CBS Designees or Pearson Designees shall be entitled to participate
in the Company's proposed 2004 Stock Incentive Plan or any other equity based
plan.



	RIGHT OF FIRST REFUSAL.  

5.1.      Notice.  Before any Stockholder or affiliate of any
Stockholder may effect any Transfer of any Securities, such Stockholder or
affiliate (the "Selling Stockholder") must give at the
same time to the Company and the other Stockholder a written notice signed by
the Selling Stockholder (the "Selling Stockholder's
Notice") stating (a) the Selling Stockholder's bona fide
intention to transfer such Offered Securities; (b) the number of Offered
Securities proposed to be transferred to each proposed purchaser or other
transferee ("Proposed Transferee"); (c) the name,
address and relationship, if any, to the Selling Stockholder of each Proposed
Transferee; and (d) the bona fide cash price or, in reasonable detail,
other consideration, per share for which the Selling Stockholder proposes to
transfer such Offered Securities to each Proposed Transferee (the
"Offered Price") and the proposed time of payment and
other relevant terms of the proposed sale.  If such Selling Stockholder desires
to effect sales into the open market pursuant to Rule 144 promulgated under the
Securities Act ("Open Market Sale"), the Selling
Stockholder's Notice shall also contain the closing price of the Securities on
the date prior to the date of such notice which price shall constitute the
Offered Price.  Upon the request of the Company or the other Stockholder, the
Selling Stockholder will promptly furnish to the Company and to the other
Stockholder such other information as may be reasonably requested to establish
that the offer and Proposed Transferee(s) are bona fide.  In the event that the
notice provisions of this Section 4 make it impractical or
impossible to comply with the notice provisions of Section 1 of the
Registration Rights Agreement, the parties hereto agree that the notice
provisions of the Registration Rights Agreement shall be modified or waived to
the extent necessary so as to permit the operation of this Section 4
in conjunction with the provisions of Section 1 of the Registration Rights
Agreement.


5.2.      Stockholders' Right of First Refusal.  The non-Selling
Stockholder will have a right of first refusal (the "Right of First
Refusal") to purchase any portion of the Offered Securities made
available for purchase in the manner provided in this Section 4.2
unless (a) the Offered Securities are to be sold in a private sale to one
purchaser, in which case the non-Selling Stockholder will only be permitted to
exercise its Right of First Refusal if it purchases all of the Offered
Securities, or (b) the Selling Stockholder is selling the Offered Securities
through a registered offering and the quantity of Offered Securities that the
non-Selling Stockholder proposes to purchase would, in the good faith opinion of
the managing underwriter, jeopardize the success of the offering.  In such a
circumstance, the non-Selling Stockholder will only be permitted to purchase
either all of the Offered Securities or such Offered Securities, if any, that
would not, in the good faith opinion of the managing underwriter, jeopardize the
success of such offering.  If the non-Selling Stockholder desires to purchase
any or all, as applicable, of the Offered Securities made available for purchase
such Stockholder must give written notice within the fifteen (15) day period
commencing on the date of the Selling Stockholder's Notice (the
"Refusal Period"), to the Selling Stockholder (the
"Purchase Notice") and to the Company of such
Stockholder's election to purchase the Offered Securities, and the number of
shares and type of Offered Securities that such Stockholder desires to purchase,
provided however, that in the case of a proposed Open Market Sale, the non-
Selling Stockholder must give the Purchase Notice prior to 5:00 pm. Pacific time
on the second Business Day after the non-Selling Stockholder receives the
Purchase Notice.


5.3.      Purchase Price.  The purchase price for the Offered Securities
to be purchased by the non-Selling Stockholder exercising its Right of First
Refusal under this Agreement will be the Offered Price, and will be payable as
set forth in Section 4.4 hereof.  If the Offered Price includes
consideration other than cash, the cash equivalent value of the non-cash
consideration will be the Fair Market Value of such noncash consideration.



5.4.      Payment.  Payment of the purchase price for Offered Securities
purchased by a Stockholder exercising its Right of First Refusal will be made in
cash within ten (10) days after the date of the Purchase Notice, or if any legal
or regulatory requirements, including, without limitation, those imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, must be first satisfied
prior to making such payment, within two (2) days after the satisfaction of such
legal requirements.


5.5.      Rights of Stockholder.  Upon the date that payment is made for
the Offered Securities purchased by the non-Selling Stockholder pursuant to the
Right of First Refusal hereunder, the Selling Stockholder will have no further
rights as a holder of such Offered Securities and the Selling Stockholder will
forthwith cause all certificate(s) evidencing such Offered Securities to be
surrendered to the Company or its transfer agent for cancellation and new
certificates evidencing such Offered Securities will be promptly delivered to
the purchasing Stockholder.


5.6.      Selling Stockholder's Right to Transfer.  If the non-Selling
Stockholder has not elected pursuant to its Right of First Refusal to purchase
all or a portion, as applicable, of the Offered Securities, the Selling
Stockholder may Transfer the Offered Securities to any Person named as a
Proposed Transferee in the Selling Stockholder's Notice, at the Offered Price or
at a higher price, provided that such transfer (a) is consummated within
one hundred twenty (120) days after the date of the Selling Stockholder's Notice
and (b) is in accordance with the terms and conditions of this Agreement;
provided however, that in the case of a proposed Open Market Sale, such
transfers must take place within the six (6) week period following the date of
the Selling Stockholder's Notice.  If the Offered Stock is transferred in
accordance with the terms and conditions of this Agreement to a non-affiliate,
then the transferee(s) of the Offered Stock will thereafter hold such Offered
Securities free of the Right of First Refusal and all other restrictions imposed
by this Agreement.  If the Offered Securities are not so transferred during such
one hundred twenty (120) day period or such six (6) week period, as the case may
be, then the Selling Stockholder will not transfer any of such Offered Stock
without complying again in full with the provisions of this Agreement.


5.7.      Certain Transfers.  

Notwithstanding the foregoing:

(i)If the Offered Securities will be sold by means of a registered
underwritten offering, then the Selling Stockholder's Notice need not name any
Proposed Transferee if such notice (x) states that the Offered Securities will
be sold by means of a broadly distributed offering and (y) contains the proposed
underwriter's good faith estimate of the public offering price (the
"Proposed Public Offering Price") based on then-current
market conditions.  If the non-Selling Stockholder does not elect, pursuant to
its Right of First Refusal, to purchase all or a portion, as applicable, of the
Offered Securities at the proposed Public Offering Price, the Selling
Stockholder may transfer such Offered Securities as the non-Selling Stockholder
has not elected to so purchase at prices that are based on the prevailing market
price for the Offered Securities at the time of the sale of such Offered
Securities even if such market price is lower than the Proposed Public Offering
Price.


(ii)If the Offered Securities will be sold pursuant to block trades or
other brokerage transactions, then the Selling Stockholder's Notice need not
name any Proposed Transferee nor any Offered Price.  If the non-Selling
Stockholder does not elect, pursuant to its Right of First Refusal, to purchase
all of the Offered Securities on the date of the Selling Stockholder's Notice at
the closing market price for the Offered Securities on the date of the Selling
Stockholder's Notice, the Selling Stockholder may transfer such Offered
Securities at prices that are based on the prevailing market price in effect for
the Offered Securities at the time of the sale of such Offered Securities
through block trades or other brokerage transaction, even if such market price
is lower than the closing market price for such Offered Securities on the date
of the Selling Stockholder's Notice.




5.8.      Legend.  Each Stockholder understands and agrees that the
Company will cause the legend set forth below, or a legend substantially
equivalent thereto, to be placed upon any certificate(s) or other documents or
instruments evidencing ownership of Securities by the
Stockholder:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RIGHTS OF FIRST REFUSAL AS SET FORTH IN A FIRST AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT EFFECTIVE AS OF JANUARY 16, 2004 ENTERED INTO BY THE
HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY.  A
COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.  SUCH
RIGHT OF FIRST REFUSAL IS BINDING ON CERTAIN TRANSFEREES OF THESE SHARES.


The Company will cause such legend to be removed upon the termination of this
Agreement.


5.9.      Stock Transfer Instructions.  Each Stockholder agrees, to
ensure compliance with the restrictions referred to herein, that the Company may
issue appropriate "stop transfer" certificates or instructions and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its records.



	PARTICIPATION RIGHTS.  

6.1.      New Securities.  If from time to time the percentage of the Total
Voting Power represented by the Voting Power of all Voting Securities then
owned, directly or indirectly, by a Stockholder (the "Applicable
Percentage") would be reduced as a result of any issuance of Voting
Securities by the Company or could be reduced as a result of any issuance of
Convertible Securities by the Company (in either case, whether for cash,
property or otherwise and, such securities are referred to herein as
"New Securities"), the Company shall so notify the
Stockholder in writing not less than ten (10) Business Days prior to the
proposed date of any such issuance and shall offer to sell to the Stockholder,
and, if such offer is accepted in writing by (x) if such issuance is made
pursuant to an underwriting or private placement purchase agreement, the second
Business Day prior to the date of execution of any such agreement (it being
understood that the Company will give the Stockholder at least four (4) Business
Day's prior notice of such date of execution) or (y) if such issuance is not
made pursuant to such an agreement, the fifth (5th) Business Day
prior to the proposed date of such issuance, the Company shall sell to the
Stockholder that portion of the Voting Securities or Convertible Securities to
be issued that would result in such Stockholder's Applicable Percentage
immediately following such issuance equaling the Stockholder's Applicable
Percentage in effect immediately prior to such issuance (assuming, in the case
of Convertible Securities, the conversion, exchange or exercise at such time of
all Convertible Securities), or any lesser portion of the Voting Securities or
Convertible Securities to be issued in such issuance as may be designated by the
Stockholder, in either case at a price per share or other trading unit of such
Voting Securities or Convertible Securities, as the case may be, equal to the
price per share or other trading unit of such Voting Securities or Convertible
Securities, as the case may be, to be received by the Company in such issuance,
less any underwriting discounts and commissions (the "Purchase
Price"), and otherwise on the same terms as may be applicable to
such issuance; provided, however, that a Stockholder shall not be
entitled to purchase such Voting Securities or Convertible Securities from the
Company pursuant to this Section 5.1 to the extent that such purchase
would cause such Stockholder to own, directly or indirectly, Voting Securities
representing an aggregate Voting Power in excess of a percentage of the Total
Voting Power of the Company equal to the Initial Percentage after giving effect
to the proposed issuance; provided, further, however, that
the preceding provisions shall not apply to issuances of:

(a)up to an aggregate of 4,300,000 shares of the Company's Common Stock
(and/or options or warrants therefor) issued to employees, officers, directors,
contractors, advisors or consultants of the Company pursuant to incentive
agreements or plans approved by the Board of Directors of the Company, such
number of shares being subject to proportional adjustment to reflect
subdivisions, combinations and stock dividends affecting the number of
outstanding shares of such stock; or


(b)up to an aggregate of 500,000 shares of the Company's Common Stock
(and/or options or warrants therefor) issued or issuable to parties as approved
by the Board of Directors for any corporate purpose, including, without
limitation, for providing the Company with equipment leases, real property
leases, loans, credit lines, guaranties of indebtedness, cash price reductions
or similar financing, such number of shares being subject to proportional
adjustment to reflect subdivisions, combinations and stock dividends affecting
the number of outstanding shares of such stock.


Notwithstanding the foregoing provisions, in the event the Company proposes
to issue Voting Securities or Convertible Securities for consideration other
than cash, then, in lieu of purchasing a portion of the Voting Securities or
Convertible Securities to be issued, the Stockholder shall be entitled to
require the Company to issue to such Stockholder at a per share price equal to
the Fair Market Value of the additional Voting Securities or Convertible
Securities such that immediately after such issuance, such Stockholder's
Applicable Percentage equals such Stockholder's Applicable Percentage in effect
immediately prior to such issuance (assuming, in the case of Convertible
Securities, the conversion, exchange or exercise at such time of all Convertible
Securities to be issued in such issuance).  For purposes of calculating the Fair
Market Value of such additional Voting Securities or Convertible Securities, the
term "Triggering Event" shall mean the date of the issuance of such
Voting Securities or Convertible Securities for consideration other than
cash.


6.2.      Additional Limitations on Participation Rights.

(a)Notwithstanding the provisions of Section 5.1, (i) if the
Company proposes to issue Voting Securities or Convertible Securities pursuant
to the first underwritten public offering of the Company subsequent to its
initial public offering (the "First Follow-On Offering")
and a Stockholder would otherwise be entitled to purchase a portion of such
Voting Securities pursuant to the provisions of Section 5.1, and
(ii) if, in the opinion of the underwriters of such First Follow-On
Offering, the public trading market for the Company's Common Stock would be
significantly adversely affected if the Stockholders exercised their
participation rights contained in Section 5.1 with respect to an amount
of Voting Securities or Convertible Securities such that after exercise of such
participation right, the Applicable Percentage of such Stockholder would be in
excess of 25% (assuming, in the case of Convertible Securities, the conversion,
exchange or exercise at such time of all Convertible Securities), then the
Stockholders shall be permitted to exercise their participation rights specified
in Section 5.1 in connection with the First Follow-On Offering only to
the extent that such Stockholder's Applicable Percentage would not exceed 25%
after giving effect to the First Follow-On Offering, or such higher percentage
that would not, in the opinion of the underwriters of such First Follow-On
Offering, significantly adversely affect such offering.


(b)In the event that a Stockholder was unable to exercise the
participation rights set forth in Section 5.1 to the extent it would
have otherwise been able to exercise as a result of the provisions of Section
5.2(a), then in the event the Company proposes to issue Voting Securities or
Convertible Securities subsequent to the First Follow-On Offering, such
Stockholder shall be entitled to purchase up to that portion of the Voting
Securities or Convertible Securities to be issued or to purchase from the
Company up to a number of additional Voting Securities or Convertible Securities
pursuant to Section 5.1 such that the Applicable Percentage of such
Stockholder immediately after such purchase equals no more than such
Stockholder's Applicable Percentage (not to exceed such Stockholder's Initial
Percentage) immediately prior to the First Follow-On Offering (assuming, in the
case of Convertible Securities, the conversion, exchange or exercise at such
time of all Convertible Securities).



6.3.      Failure to Exercise.  In the event that a Stockholder fails to
exercise the participation right within such ten (10) day period, then the
Company shall have 120 days thereafter to sell the New Securities with respect
to which the Stockholder's participation rights hereunder were not exercised, at
a price and upon general terms not materially more favorable to the purchasers
thereof than specified in the Company's notice to the Stockholders.  In the
event that the Company has not issued and sold the New Securities within such
120 day period, then the Company shall not thereafter issue or sell any New
Securities without again first offering such New Securities to the Stockholders
pursuant to this Section 5.




	TERM.  This Agreement shall terminate on October 29, 2005.

	GENERAL PROVISIONS.

8.1.      Notices.  Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if deposited in the U.S. mail by registered or
certified mail, return receipt requested, postage prepaid, as follows:

(a)If to the Company:


MarketWatch.com, Inc.

825 Battery Street

San Francisco, CA  94111

Attention:  Douglas S. Appleton, Esq.

Facsimile:  (415) 293-0640


Morrison & Foerster

425 Market St. 

San Francisco, CA  94105

Attention:  Robert Townsend, Esq.


(b)If to CBS:


1515 Broadway

   New York, NY 10036

   Attention:

   Chief Financial Officer

   Facsimile: 212-975-6417

   General Counsel

   Facsimile: 323-575-7950


(c)If to Pearson:

Pearson Inc.

   1330 Avenue of the Americas

   New York, NY 10019

   Attn: Philip Hoffman

   Facsimile:  212-641-2515


Pearson Education

   One Lake Street

   Upper Saddle River, NJ 07458

   Attn: Robert Dancy

   Facsimile:  201-236-4675


Pearson Plc

   80 Strand

   London

   WC2R 0RL

   Attn:  General Counsel

   Facsimile:  020-7010-6662



Any party hereto (and such party's permitted assigns) may by notice so given
provide and change its address for future notices hereunder.  Notice shall
conclusively be deemed to have been given when personally delivered or five (5)
days after being deposited in the mail in the manner set forth above.


8.2.     Entire Agreement.  This Agreement
constitutes and contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings, duties or obligations
between the parties respecting the subject matter hereof.  Notwithstanding the
foregoing, the Original Agreement shall continue to govern, and be binding on
the parties hereto or their respective successors or permitted assigns, with
respect to any period prior to the effectiveness of this Agreement pursuant to
Section 2.  


8.3.      Amendment of Rights.  Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the parties hereto (and/or any of their permitted successors
or assigns).


8.4.      Governing Law.  This Agreement shall be governed by and
construed exclusively in accordance with the laws of the State of Delaware,
excluding that body of law relating to conflict of laws.


8.5.      Severability.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, then such provision(s) shall be
excluded form this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.


8.6.      Third Parties.  Nothing in this Agreement, express or implied,
is intended to confer upon any Person, other than the parties hereto and their
successors and permitted assigns, any rights or remedies under or by reason of
this Agreement.


8.7.      Successor and Assigns.  The provisions of this Agreement shall
inure to the benefit of, and shall be binding upon, the successors and permitted
assigns of the parties hereto.


8.8.      Captions.  The captions to sections of this Agreement have
been inserted for identification and reference purposes only and shall not be
used to construe or interpret this Agreement.


8.9.      Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


8.10.      No Assignment.  Except as set forth in
Section 2, no party hereto may assign any of its rights or obligations hereunder
without the prior written consent of the other parties hereto and any attempt to
do so will be void.







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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.


	
PEARSON OVERSEAS HOLDING COMPANY LTD





By: ______________________________



Name: ___________________________



Title: ___________________________

	
CBS BROADCASTING INC.







By: ______________________________



Name: ___________________________



Title: ___________________________



	
MARKETWATCH.COM, INC.







By: ______________________________



Name: ___________________________



Title: ___________________________

	
NMP, INC.





By: ______________________________



Name: ___________________________



Title: ___________________________





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